Nonprofit Boards: On Saying No to Problem Board Members

"Who is the Charlie Sheen in Your Company," asks Nell Minow, Co-Founder and Editor of The Corporate Library. The moment I read those words, I thought of too many nonprofit boards that tolerate problem board members because it's uncomfortable to "fire" volunteers.

Yet, problem board members hinder nonprofits in advancing vital work in fighting poverty, providing health care, education, and emergency services, preserving the environment, and protecting human rights, just to name a few compelling nonprofit causes. And although nonprofit board members are volunteers, they have the fiduciary responsibility for the nonprofits they serve--they have the ultimate leadership authority.

Minow mentions Mel Gibson and John Galliano as well as Sheen, noting that enterprises often enable people that are high risk because of their perceived value; ultimately, she claims, nothing is done until it's too late. Drawing lessons for corporate governance, Minow concludes that, "Everyone needs to hear 'no' sometimes, and every company needs someone who knows how and when to say it."

Nonprofit boards can be particularly inclined to ignore and even enable problem board members. Excuses, and even legitimate concerns, include the following:

  • His family has been involved with this organization for generations.
  • She's been on the board for forty years. How can we remove her now. She's old ... this organization has been her life ... what will she do?
  • His company gives money to this organization.
  • She makes a financial contribution.
  • His friends on the board will be unhappy.

Let me add that a problem board member need not be as extreme as Charlie Sheen to divert the board's attention from its work (although they're out there too). I've seen board meetings derailed on a regular basis by one or two board members who insist on things being done like they were in the "old days" and who menacingly resist changes that are crucial to align with new demographics, practices, and financial models.

Here's the price of keeping problem board members:

  • Financial challenges facing nonprofits are far too strenuous, and demands from the communities they serve are serious. Boards need to focus on their work and their agendas; problem board members are a distraction during board meetings, and for the CEO and board chair.
  • Problem board members make board meetings unpleasant, thereby driving away your best board members. Good board members have many other choices of boards that have more positive and productive cultures. So you will lose valuable talent, money, diversity, and connections.
  • Problem board members scare away new board recruits whom your board needs and wants; your board could be losing talent, money, diversity, and connections.
  • Problem board members will frustrate, exhaust, and ultimately drive away the good CEO whom you need to run your organization.
  • Problem board members get in the way of your organization maximizing its potential. Just think about the people you serve if you need to find the courage and the way forward.

Here are some ways to move a problem board member off, particularly someone who has been generous and who is esteemed in the community. A highly respected board member, preferably in a leadership position, must talk with the problem board member one on one. It cannot be the nonprofit's CEO; it must be a board member. Ideally, it's the board chair, chair of the board governance committee, or an officer of the board. It's possible to have a key funder involved in the meeting; this will add gravitas if the board member you are addressing is himself a donor. The conversation should begin with appreciation for the board member's contributions and relationship with the nonprofit. Additionally, if appropriate, the board member should be offered suitable recognition at the next board meeting (or even at an event), including a plaque, etc. And if suitable, based on the board member's prior contributions and position in the community, he could potentially be offered an honorary title, or moved to an advisory council or emeritus status, but without the right to attend board meetings or to vote (no meeting attendance or voting is key, since that is where the problems occur).

Always remember the mission. And visit the sites where your organization does its work. When you think about the kids you serve, the people in Haiti whom you are helping, the victims of domestic violence whom your shelters protect, the job training and placement that your employment centers provide--that can help motivate you to do what's necessary to help build a robust and effective board comprised of productive people.

Expect a follow-up post on building better boards and establishing better board practices to avoid having problem board members. In the meantime, please share your comments and questions.

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3 Comments

  • stella carnahan

    We have a major problem with board members not knowing the by laws and when pointed out, they choose which ones they want to follow or not. What do you do when it is primarily your officers?

  • Carter McNamara

    Thank you for the very timely and targeted article! I suggest that it's best, beforehand though, to have adopted a Board policy that describes the types of behaviors that are not tolerated on the Board, and what the Board would do if those behaviors are not stopped, for example, adopt a Code of Ethics or Code of Conduct. That makes the situation much more formal and less personal to address, and ensure it's implemented more fairly and equitably. There's an extensive online Library for Boards -- probably the biggest on the Internet -- that includes resources about terminating Board members, at .